§ 304-b-11

304-B:11 Execution of Certificates. – I. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner: (a) An original certificate of limited partnership must be signed by all general partners; (b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; (c) A certificate of cancellation must be signed by all general partners; and (d) A certificate of merger and a certificate of conversion must be signed by all the general partners. II. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. III. The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. Source. 1987, 349:1. 1997, 120:12, eff. Aug. 8, 1997.